ADDENDUM: USRC STANDARD CONTRACT TERMS ARTICLE 1 DEFINITIONS

ADDENDUM: USRC STANDARD CONTRACT TERMS

ARTICLE 1 DEFINITIONS

1.1 Applicable Law means all federal, state, local, municipal and District of Columbia statutes, regulations, rules, ordinances, directives, codes, orders, decrees or government authorizations applicable in any way to the Contract Work or to the individuals or entities performing any part of the Contract Work.

1.2 Documents means all communications, reports, statements, presentations, drawings, schematics, models, renderings illustrations or specifications, captured in any written, graphic, tangible, digital or electronic form whatsoever, including any copies thereof.

1.3 Licenses and Permits means any registrations, licenses, certifications, permits, approvals or professional credentials applicable to the Contract Work or to the individuals or entities performing any part of the Contract Work.

ARTICLE 2 CONSULTANT OBLIGATIONS AND WARRANTIES

2.1 Consultant Qualifications. Consultant represents and warrants to USRC that it is an experienced [type of firm] firm and that it has the expertise to perform each and every service comprising the Contract Work. Consultant will use qualified personnel and suitable equipment and materials to perform the Contract Work.

2.2 Consultant Licenses and Permits. Consultant shall obtain, at Consultant's own expense, all Licenses and Permits required by Applicable Law before or in connection with its performance of the Contract Work and shall maintain such Licenses and Permits throughout the Contract Term, as defined below in Article 6. Consultant shall ensure that each individual or entity employed or subcontracted to perform any part of Consultant's obligations hereunder maintains all applicable Licenses and Permits throughout the Contract Term. Before the commencement of the Contract Work and at any time during the Contract Term, USRC shall have the right to inspect and obtain copies of all such Licenses and Permits. Consultant shall retain copies of all such Licenses and Permits in compliance with Section 11.2.

2.3 Consultant Compliance with Applicable Law. Consultant and its employees and representatives shall at all times comply with Applicable Law. If any discrepancy or inconsistency should be discovered between the equipment, facilities or services described in Consultant's Proposal, on the one hand, and Applicable Law, on the other hand, Consultant shall immediately notify USRC of such discrepancy or inconsistency and shall comply with any orders or instructions issued by USRC.

2.4 Violations of Applicable Law, License or Permit. Consultant will notify USRC in writing (a) if Consultant receives a notice of violation of any Applicable Law; (b) of any failure to

obtain or maintain any License or Permit or actual or threatened revocation of a License or Permit; or (c) if a claim is made or litigation is commenced against Consultant that could affect the performance of the Contract Work.

2.5 Consultant to Avoid Injury or Damage. Consultant will at all times perform the Contract Work in a manner to avoid the risk of injury to persons and damage to property. Consultant acknowledges that its employees and representatives have visited the areas in and around Union Station (50 Massachusetts Ave., NE, Washington, DC 20002) and the adjoining parking garage where some of the Contract Work may be performed (the "Job Site") and are familiar with all Job Site conditions that might affect the performance of the Contract Work.

2.6 Debris Removal. If Consultant performs work at the Job Site, it shall be part of the Contract Work that Consultant continuously clean the Job Site of any debris and excess materials and, at the end of each day, leave its working areas in broom-clean condition. If Consultant fails to do so, USRC may perform, or have performed, any cleanup and shall either (a) be reimbursed by Consultant within ten (10) business days following Consultant's receipt of an invoice, or (b) deduct the cost thereof from amounts otherwise payable to Consultant.

2.7 Consultant's Financial Responsibility. Consultant represents and warrants that Consultant and its subcontractors are financially solvent, able to pay all debts as they mature and possessed of sufficient working capital to complete the Contract Work and perform all obligations hereunder. Consultant shall obtain all performance and other bonds required by Applicable Law and all Required Insurance Coverages as specified in Exhibit A attached hereto.

2.8 Consultant Oversight of Subcontractors and Sub-subcontractors. Consultant agrees to require its subcontractors and sub-subcontractors to indemnify and hold harmless USRC to the same extent that Consultant is required to indemnify and hold harmless USRC. Consultant hereby assumes responsibility for ensuring that its subcontractors and their respective sub-subcontractors comply during and after the Contract Term with the Insurance Obligations of Consultant as set forth in Exhibit A attached hereto.

ARTICLE 3 TIME FOR COMPLETION

3.1 Commencement of the Contract Work. Consultant shall commence work within three (3) calendar days after it receives notice to proceed from USRC, which notice shall be given in the manner prescribed by Section 11.7.

3.2 Time is of the Essence. Time is of the essence for the completion of the Contract Work. Consultant agrees that it will not interrupt or delay the Contract Work because of any dispute with USRC, but will continue to perform the Contract Work diligently to completion, and will later negotiate in good faith for settlement of the dispute, provided USRC continues to pay Consultant for services undisputed by USRC.

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ARTICLE 4 CHANGES

4.1 Contract Modification. USRC may add or subtract from the scope of Consultant's Contract Work by written modification to this Contract ("Contract Modification") which shall incorporate a change order ("Change Order") prepared, as set forth below, by USRC. Contract Modifications and Change Orders may only be issued in a written notice given pursuant to Section 11.7. Consultant shall promptly perform the Contract Work as modified.

4.2 Change Orders; Contract Price Adjustments. Before issuing a Contract Modification incorporating a Change Order, USRC shall prepare a draft Change Order and forward it to Consultant. If Consultant contends that the Change Order results in a net increase in Consultant's cost of performing the Contract Work, within ten (10) calendar days after receipt of the draft Change Order, Consultant shall provide USRC with a detailed estimate of the additional cost. The Parties shall negotiate in good faith to agree on an equitable adjustment to Consultant's compensation. If the Parties do not agree on the amount of such adjustment at that time, USRC shall nevertheless issue a Contract Modification which shall incorporate the Change Order issued by USRC. Consultant shall comply with the Contract Modification and Change Order and any disputes about the amount of adjustment shall be treated as disputes subject to Article 10 of this Contract.

ARTICLE 5 INVOICES AND FINAL PAYMENT

5.1 Invoices. Consultant shall send all invoices to USRC in the manner specified in Section 11.7.

5.2 Final Payment. Final payment shall not be due from USRC until Consultant has delivered to USRC (a) an affidavit that each and every service required to be performed as part of the Contract Work has been fully and satisfactorily performed; and (b) a complete release of all liens arising out of the performance of the Contract Work or receipts in full covering all labor, materials and equipment for which a lien could be filed, or a bond satisfactory to USRC indemnifying USRC against any lien. If any lien remains unsatisfied after all payments are made, Consultant shall pay such lien on demand or refund to USRC all moneys that USRC may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. Any payment due to Consultant hereunder shall be reduced by an amount up to one hundred twenty percent (120%) of the amount of any lien arising out of or related to Consultant's performance under this Contract until such lien is removed as of record by payment or bonding.

5.3 Consultant Errors or Omissions. Notwithstanding anything to the contrary contained herein, no compensation shall be paid or claimed by Consultant for services required to correct deficiencies attributable to errors or omissions of Consultant.

5.4 USRC's Right to Withhold Payment. Notwithstanding anything to the contrary contained herein, USRC shall have the right to withhold from any payment due to Consultant,

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such sums as are reasonably necessary to protect USRC against any loss or damage that might result from or be in any way connected to: the work of Consultant or its subcontractors; failure by Consultant to perform its obligations hereunder; or claims filed against USRC relating to Consultant's services under this Contract. Any sums withheld by USRC as provided in this Section 5.4 and subsequently determined by USRC to be due and owing to Consultant, shall be paid by USRC to Consultant within three (3) business days of USRC's determination.

ARTICLE 6 CONTRACT TERM AND TERMINATION

6.1 Contract Term. This Contract shall remain in full force and effect from the date of its execution until (a) the date of Consultant's completion of the Contract Work hereunder (the "Completion Date"); or (b) termination of the Contract before the Completion Date pursuant to the provisions of Sections 6.3 or 6.4. The period from the date on which this Contract is executed to the earlier of (x) the date on which this Contract is terminated or (y) the Completion Date, is referred to herein as the "Contract Term."

6.2 Breach by Consultant. If Consultant breaches any obligation of this Contract, USRC will notify Consultant of such breach in writing pursuant to Section 11.7 hereof. Consultant will have fifteen (15) business days following receipt of the notice within which to remedy the breach as set forth in USRC's notice (the "Cure Period"). USRC, in its sole discretion, may extend the Cure Period. Either (a) the failure by Consultant to remedy the breach within the Cure Period or any extension thereof, or (b) a second breach by Consultant (even if different in nature) before the Completion Date, shall constitute an "Event of Default" entitling USRC to exercise any and all remedies available to it at law or in equity as well as those rights set forth in Section 6.3 below. Upon the occurrence of an Event of Default, USRC may correct the deficiencies caused by Consultant's breach and pursue the Consultant for the full cost of USRC's corrective action. USRC may, in addition, pursue Consultant for all other losses, damages and expenses attributable to the Consultant's breach, including but not limited to overhead and profit. USRC may, in its sole discretion, set off any costs of corrective action or other losses, damages or expenses due to the breach against any sums owed by USRC to Consultant.

6.3 Termination by USRC for Cause. Upon the occurrence of an Event of Default, USRC shall have the right to terminate the Contract for cause upon three (3) business days' notice. USRC's right to terminate pursuant to this Section 6.3 shall be in addition to its rights under Section 6.2 above. If USRC terminates this Contract for cause, Consultant shall be entitled to recover any amounts due through the date of termination, less USRC's costs of corrective action and other losses, damages and expenses attributable to Consultant's breach as described in Section 6.2 here. Consultant shall not be entitled to any other compensation in the event USRC terminates this Contract for cause.

6.4 Termination by USRC for Convenience. USRC may, at any time and for any reason, upon ten (10) days' written notice, terminate this Contract at USRC's convenience. For the avoidance of doubt, USRC may terminate the Contract during a Cure Period or extension

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thereof. If USRC terminates this Contract for its convenience, Consultant shall be entitled to recover any amounts due through the date of termination, plus its reasonable costs of termination; provided, however, that no amounts shall be due for work performed by Consultant unless such work has been accepted by USRC. If USRC terminates this Contract for its convenience, Consultant shall not be entitled to any other compensation or consequential damages, including, without limitation, lost profits, lost opportunity costs, home office overhead, unabsorbed corporate overhead, impact damages or other similar remuneration.

6.5 Termination by Consultant. Consultant shall give prompt written notice to USRC of either (a) a failure by USRC to pay the undisputed amount of an approved invoice by USRC within forty-five (45) calendar days of receipt; or (b) a substantial breach by USRC of a material obligation of USRC under this Contract. After receipt of such notice, USRC shall have fifteen (15) calendar days to remedy that breach ("USRC Cure Period"). Consultant, in its sole discretion, may extend the USRC Cure Period. Consultant shall have the right to terminate its obligations pursuant to this Contract on three (3) business days' notice if the conditions identified in (a) or (b) of this Section 6.5 have not been resolved by the expiration of the USRC Cure Period or any extension thereof. If Consultant terminates this Contract, Consultant shall be entitled to recover any amounts due through the date of termination plus the reasonable cost of recovering such amounts from USRC, if any. Consultant shall not be entitled to any other compensation in the event USRC terminates this Contract for cause.

6.6 Survival of Rights and Duties Following Termination. Termination of this Contract shall discharge only those obligations that are executory by either Party on or after the effective date of termination. Any right or duty of a Party based on either performance or a breach of this Contract before the effective date of termination shall survive the termination.

ARTICLE 7 INSURANCE

7.1 Types of Insurance. Consultant shall maintain, at its sole cost and expense, the Required Insurance Coverages set forth in Exhibit A attached to and made a part hereof. For the avoidance of doubt, Consultant's failure to comply with any of the requirements of Exhibit A shall constitute a material breach of this Contract.

ARTICLE 8 RELEASE AND INDEMNIFICATION OF USRC

8.1 Release. Consultant hereby releases USRC from all claims for damage to Consultant's property, including property of any nature whatsoever of Consultant, its employees or contractors.

8.2 Indemnification. Consultant shall indemnify, defend and hold harmless USRC and its officers, directors, employees and agents from and against any and all claims, losses, demands, damages and liabilities of any kind, including without limitation, those for bodily injury, sickness or death, and property damage or destruction, and including without limitation

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